WWW.EXFILE.COM -- PERFORMANCE HEALTH -- 16029 -- EXHIBIT 10-124 TO FORM 10-Q


    Exhibit
10.124

    


    AMENDMENT
AGREEMENT

    


    This
Amendment Agreement (the “Agreement”) is made and entered into as of May 1, 2008
by and between Portfolio
Lenders II, LLC (the “Investor”) and Performance Health Technologies,
Inc. (“PHT”).

     

    Recitals

    


    WHEREAS, the Investor holds a
convertible promissory note dated May 14, 2007 issued by PHT in the principal
amount of $300,000 (the “Note”) with an original maturity date of July 13, 2007
as extended to November 1, 2007 and further extended to June 1, 2008 (the
“Maturity Date”) and warrants to purchase 1,500,000 shares of PHT Common Stock
at $0.30 per share (the “Original Warrants”) which were issued pursuant to a
Subscription Agreement dated May 14, 2007 (the “Subscription Agreement”);
and

    


    WHEREAS, the Note has not been
repaid as of the Maturity Date; and

    


    WHEREAS, the parties desire to
amend the Subscription Agreement, the Note and the Original Warrants on the
terms set forth herein;

     

    NOW, THEREFORE, in
consideration of the covenants, promises and representations set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:

     

    1.           Amendment of Note
and Subscription Agreement

     

    
      	
              1.1  

            	
              The
      Maturity Date of the Note is amended to December 31,
      2008.

            


    

    


    
      	
              1.2  

            	
              The
      Conversion Price set forth in Section 1A of the Note is amended as
      follows:

            


    

    


    “Conversion.  The
Holder is entitled, at its option, to convert, and sell on the same day, at any
time and from time to time commencing on the date hereof until the Maturity
Date,  all or any part of the principal amount of the Note plus
accrued interest, into shares (the “Conversion Shares”) of the Borrower’s Common
Stock, at the price per share equal to the lesser of (i) $0.35 per share or (ii)
70% of the average of the closing bid price for the Borrower’s Common Stock for
the 20 days preceding the notice of conversion, as reported by the exchange on
which the Borrower’s Common Stock is then traded with a floor of $0.15 (the
“Conversion Price”).  No fraction of shares or scrip representing
fractions of shares will be issued on conversion, but the number of shares
issuable shall be rounded to the nearest whole share.  To convert this
Note, the Holder hereof shall deliver written notice thereof, substantially in
the form of Exhibit “A” to this Note, with appropriate insertions (the
“Conversion Notice”), to the Borrower at its address as set forth
herein.  The date upon 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    which the
conversion shall be effective (the “Conversion Date”) shall be deemed to be the
date set forth in the Conversion Notice.”

     

    
      	
              1.3  

            	
              Section
      2.3(b) of the Subscription Agreement shall be deleted in its entirety
      after the issuance of the Warrants set forth in Section 2.1 of this
      Amendment.

            


    

    


    2.           Warrants

    


    
      	
              2.1  

            	
              Pursuant
      to Section 2.3(b) of the Subscription Agreement PHT shall issue to the
      Investor Warrants to purchase 300,000 shares of PHT on substantially the
      same terms as the Original
Warrants.

            


    

    


    
      	
              2.2  

            	
              PHT
      shall issue to the Investor five year Warrants to purchase 150,000 shares
      of PHT common stock having an exercise price of $0.30 having the same
      terms as the Original Warrants.

            


    

    


    
      	
              2.3  

            	
              The
      Original Warrants shall be amended as follows:  (i) 300,000 of
      the Original Warrants shall have an exercise price of $0.10 per share, and
      (ii) 1,200,000 of the Original Warrants shall have an exercise price of
      $0.30 per share.

            


    

    


    IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their duly authorized
officers on the date first hereinabove written.

    


     

    
      	 	

              PERFORMANCE
      HEALTH TECHNOLOGIES, INC.

              


              


              By:   /s/ Robert D.
      Prunetti

              

                
      

              Robert
      D. Prunetti

              President
      and Chief Executive Officer 

            
	 	 
	 	

              PORTFOLIO
      LENDERS II, LLC

              


              


              By:    /s/ Thomas P.
      Gallagher

              

                
      

              Thomas
      P. Gallagher

              Title: 

            


    

     

    


    


     

    


    


    


    


     

    
      
        
        

      

      
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